"You can only do this for so long," said Witherspoon, a Rams linebacker preparing for his eighth NFL season. "The game will wear your body out eventually. … If you can walk away from this on your own terms, that's great. And if you can do it with other things in mind, I think that'll be even better."

Witherspoon, who turns 29 a week from today, always has something in mind. An enthusiastic businessman as well as a gifted athlete, he's involved in several ventures that will become his primary focus when football is part of his past.

They range from day-care centers for dogs to small-scale construction to investment planning to his burgeoning farm, situated about 80 miles southwest of St. Louis.

"Thirty-five head of cattle, 14 hogs, three sheep, 20 chickens, four dogs … and I'm about to buy 20 more head of cattle," Witherspoon said, rattling off the current residents. "It's all coming together piece by piece."

Most NFL players devote the bulk of their offseason to rest and relaxation. Not Witherspoon. His interests include traveling to new and exotic places, a wanderlust spawned during eight years as an Air Force brat living in Europe.

But mostly, Withersoon prefers to juggle time with his family — wife Rebecca and daughters Layne, 5, Maya, 3, and Shaye, 7 months — while also satisfying his entrepreneurial urges.

In fact, he tried to make an on-the-spot sale. "You want to buy a cow?" he asked with a straight face. "I have one ready for slaughter."

AN OLD POSITION

Like all the Rams, Witherspoon is familiarizing himself with a new head coach (Steve Spagnuolo), a new coordinator (Ken Flajole on defense), a new system and a bunch of new teammates.

But Witherspoon also is adjusting to a new position — actually, re-adjusting to an old position.

When the Rams drafted Ohio State middle linebacker James Laurinaitis in the second round, it allowed Witherspoon to return to weakside linebacker. That's the spot he manned for most of his four years in Carolina, which made the Georgia standout its third-round draftee in 2002.

He led the Panthers in tackles in 2004 and '05, when Flajole was Carolina's linebackers coach and witness to Witherspoon's production on the weak side — opposite of where the tight end lines up. "When you come in new, you don't have a real good feel and sometimes you make mistakes with personnel decisions. In this case, we had the luxury of having Ken here," said Spagnuolo, who refused to allow Flajole to be interviewed for this story.

When the Rams signed Witherspoon to a six-year, $33 million free-agent deal in March 2006 — one of rookie coach Scott Linehan's earliest transactions — he was moved inside.

The Rams had been searching for a reliable middle man since London Fletcher left as a free agent after the 2002 season. Although a bit undersized for the inside, the 6-foot-2, 240-pound Witherspoon filled the void admirably.

He piled up 268 tackles his first two seasons here, posting team-high totals both years. But in 2008, the wear and tear began to nibble away at Witherspoon. As the season wound down, he was playing with two banged-up shoulders and was limited to passing situations. He finished with 88 tackles, equaling his career low from his rookie year.

"The middle linebacker is between the tackles a lot, and he's going to have to take care of anything that's in there," Witherspoon pointed out. "On the outside, you almost have to look at it like you're playing half the field. You're playing from the ball over (to the sideline) typically, and you're playing different reads. …

"I like being outside. I like the competition covering guys and doing that sort of thing … the challenge."

Witherspoon also should be able to exploit his uncommon speed. "Will can just run like a deer," said fellow linebacker Chris Draft, a former teammate in Carolina. "He'll have a chance to be more in space, and you'll get to see more of his athleticism."

Mused Laurinaitis: "The things you can do when you have a guy there that has that kind of speed … he's just crazy explosive."

A NEW DYNAMIC

In Witherspoon's three seasons, the Rams never have ranked higher than 21st in the 32-team league in total defense. During last year's 2-14 fiasco, they gave up a franchise-record 2,475 yards on the ground and yielded more points than all but one other team.

Now, they have a defense-oriented head coach in charge. And according to Witherspoon, Spagnuolo is instilling a new dynamic.

"When Spags signed on here, he made it very well known that he wanted to change the approach, he wanted to change the look, he wanted to change … everything," Witherspoon said. "I think he wanted to come in with a whole new ideal and say, 'This is who we are, this is who we're going to be, and this is how we're going to get there.' … I think we're going to see a lot of good things."

Including having Witherspoon back where he started. "It's like being at home again," he said.